ARTICLE
I. OFFICES
Section
1: Principal Office
The
principal offices of the Corporation shall be located
within the State of Georgia.
Section
2: Other Offices
The
Corporation may also have offices at such other places
as the Board of Directors may determine.
ARTICLE
II. OWNERSHIP
Cooperative
Services, Inc. is a stock corporation whose ownership is
evidenced by certificates of stock as determined by Article
VIII of these bylaws.
ARTICLE
III. MEETINGS OF SHAREHOLDERS
Section
1: Location of Meetings
All
meetings of the Shareholders shall be held at the principal
offices of the Corporation or at such other reasonable
place as may be directed by the Chairman
Section
2: Annual Meeting
The
annual meeting of the shareholders shall be held each
year in conjunction with the Georgia Credit Union Affiliates
Annual Meeting, at which time the Shareholders shall elect
a Board of Directors, and transact such other business
as may properly be brought before the meeting. Failure
to hold the annual meeting as aforesaid shall not work
a forfeiture or dissolution of the Corporation.
Section
3: Special Meetings
Special
meetings of the Shareholders for any purpose or purposes,
unless otherwise provided by statute or by the Articles
of Incorporation, may be called by the Chairman of the
Board of Directors or the Secretary or upon the request
of shareholders representing at least 25% of the outstanding
shares. Business transacted at such special meetings shall
be restricted to the purpose or purposes stated in the
notice.
Section
4: Notice of Meetings
Written
notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered
not less than thirty (30) nor more than sixty (60) days
before the date of the meeting, either personally or by
first class mail, to each Shareholder of record entitled
to vote at such meeting, at such address as appears on
the books of the Corporation.
Section
5: Quorum
A
majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of the Shareholders and shall be requisite for
the transaction of business. If, however, such quorum
shall not be represented in person or by proxy
at any meeting of the Shareholders, such shares a, are
represented in person or by proxy shall have power to
adjourn the meeting from time to time, without notice
other than announcement at the meeting,
until a quorum shall be represented in person or by proxy.
At such reconvened meeting at which a quorum shall
be represented, any business may be transacted which
might have been transacted at the meeting as originally
convened.
Section
6: Voting
When
a quorum is represented at any meeting, the vote of the
holders of the majority of the stock having voting power,
present in person or represented by proxy, shall decide
any question brought before the meeting, and be the act
of the Shareholders, except that if the question
is one upon which, by express provision of statute or
of the Articles of Incorporation or of these Bylaws, a
different vote is required, such express provision shall
govern and control the decision of such question.
Section
7: Proxy
At
any meeting of the Shareholders, each Shareholder having
the right to vote thereat shall be entitled to vote in
person or by proxy appointed by an instrument in writing
subscribed by the Shareholder and bearing a date not more
than eleven months prior to such meeting, unless such
instrument provides for a longer period. Each outstanding
share having voting power shall be entitled to one vote
on each matter submitted to a vote at a Shareholders meeting.
Section
8: No Meeting Necessary
Any
action required to be taken at a meeting of the Shareholders,
or any action which may be taken at a meeting of the Shareholders,
may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the
Shareholders entitled to vote with respect to the subject
matter thereof.
Section
9: Closing of Transfer Books
For
the purpose of determining Shareholders entitled to notice
of or to vote at any meeting of Shareholders or any adjournment
thereof, or entitled to receive payment of any dividend,
or in order to make a determination of Shareholders for
any proper purpose, the Board of Directors of the Corporation
may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, fifty
days. If the stock transfer books shall be closed for
the purpose of determining Shareholders entitled to notice
of or to vote at a meeting as Shareholders, such books
shall be closed for at least ten days immediately preceding
such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the
record date for any determination of Shareholders, not
less than ten days nor more than fifty days prior to the
date on which the particular action, requiring such determination,
is to be taken. If the stock transfer books are not closed
and no record date is fixed for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders
or Shareholders entitled to receive payment of a dividend,
the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors
declaring such dividend is adopted. as the case may be,
shall be the record date for such determination of Shareholders.
When a determination of Shareholders entitled to vote
at any meeting of Shareholders has been made as provided
in this section, such determination shall apply to any
adjournment and reconvened meeting thereof, unless the
Board of Directors sets a new record date under this section
for the reconvened meeting.
ARTICLE
IV. DIRECTORS
Section
1: Number of and Election of Class A Directors
The
number of Class A directors shall be the same as the number
of series of Class A Common Stock for which stock is issued
and outstanding. Pursuant to the authority granted to
it by the Second Amended and Restated Articles of Incorporation,
the Board of Directors shall establish and designate a
new series of Class A Common Stock whenever a Class C
Stockholder, which has total assets in excess of $200
million (determined from the last published Call Report,
filed with the State of Georgia Department of Banking
and Finance or the National Credit Union Administration)
and which elects to exchange all of its Class B Common
Stock and all of its Class C Common Stock, on a share
for share basis, for Class A Common Stock, and purchase
additional Class A Common Stock (if necessary), so as
to acquire at least 125,000 shares of Class A Common Stock.
Each series of Class A Common Stock shall be authorized
to elect or appoint up to three representatives for one
position on the Board of Directors. Regardless of the
number of representatives appointed, each Series shall
be entitled to only one voice and only one vote in those
matters to be voted upon by the Board of Directors."
Section
2: Length of Term of Class A Directors
Each
director, or the representatives comprising a directorship,
shall serve until successors are elected or appointed
by the shareholders of the series of Class A Common Stock.
Each shareholder shall notify the Secretary of Cooperative
Services, Inc., by the certificate of its own secretary
or assistant secretary, as to the name(s) of its initial
and any subsequent, additional or replacement representative(s).
Section
3. Qualifications of Class A Directors
A
Class A Director shall be a Director, Manager (President
or equivalent) or Assistant Manager (Vice President or
equivalent) of a shareholder that has purchased Class
A Stock.
Section
4: Vacancies of Class A Directors
If
any vacancy shall occur in the Board of Directors by death,
resignation, retirement, disqualification, removal from
office or otherwise, the remaining Directors shall continue
to act, and such vacancies may be filled only by the election
or appointment of a successor to the authorized representative
of the specific Shareholder who died, resigned, retired,
was disqualified, removed or otherwise vacated the office.
Section
5: Number, Election and Length of Terms of Class
C Directors
The
number of directors shall be the same as the number of
holders of Class C Common Stock, the purchase price of
whose respective share holdings are equal to or are greater
than 0.08% of the credit union's respective assets (determined
from the Call Report filed with the Georgia Department
of Banking & Finance or National Credit Union Administration
as of the end of the calendar year preceding the initial
stock purchase) but shall not be more than six (6). The
Class C Directors shall be divided into three groups,
of two directors each, with a term of office of one such
groups expiring each year, and at the special meeting
of shareholders to be held in 1990, directors of the first
group shall be elected to hold office for a term expiring
at the Annual Meeting of shareholders in 1993; at the
Annual Meeting of shareholders in 1991, directors of the
second group shall be elected to hold office for a term
expiring at the third succeeding Annual Meeting and at
the Annual Meeting of shareholders in l992, directors
of the third group shall be elected to hold office for
a term expiring at the Annual Meeting of Shareholders
in 1995. Unless determined otherwise by a vote representing
at least three fourths (3/4) of eligible voting shares,
elections shall be conducted on a plurality basis at all
elections of Class C Directors. Each holder of Class C
Common Stock is entitled to not more than one Director,
regardless of the number of Class C shares held. Subject
to the foregoing, at each Annual Meeting of the shareholders,
the successors to the class of Class C Directors whose
term shall expire shall be elected to hold office for
a term expiring at the third succeeding Annual Meeting.
Section
6: Qualifications - Class C Directors
A.
A Class C Director shall be a Director, manager (president
or equivalent) or assistant manager (Vice President or
equivalent) of a shareholder that has purchased Class
C Stock at a purchase price equal to or greater than 0.08%
of its assets (as described in Section 4 above) and if
any person serving as n Class C Director shall, during
his/her term of office, cease to be a Director, manager
(President or equivalent) or assistant manager (Vice President
or equivalent) of his/her respective shareholder, a vacancy
shall be deemed to exist in the office of such Director.
B.
In the event of a vacancy, a special shareholders meeting
shall be called to be held within l80 days of the vacancy,
unless a regularly scheduled meeting of the shareholders
will be held within 180 days, at which time, and in either
case, an election shall take place (according to the terms
of Section 4) to fill the vacancy for the remainder of
the term of office.
Section
7: Vacancies - Class C Directors
If
any vacancy shall occur in the Board of Directors with
respect of a Class C Director, including, but not limited
to, the death, disability, removal, disqualification,
or resignation of the Class C Director, the holders of
the Class C Common Stock, to the exclusion of the Board
of Directors and the holders of all other classes of stock
of the Corporation, shall be entitled to nominate and
elect one Director to fill the vacancy so created for
the unexpired term.
Section
8: Authority
The
Board of Directors shall have the control and general
management of the affairs and business of the Corporation.
Such Directors shall in all cases act as a Board, regularly
convened, by majority and they may adopt such rules and
regulations for the conduct of their meetings and the
management of the Corporation, as they may deem proper,
not inconsistent with these Bylaws and the laws of the
State of Georgia.
Section
9: Annual Meetings
The
first annual meeting of each newly elected Board of Directors
shall follow immediately and be held at the same place
as the annual meeting of the shareholders. No notice of
such meeting of the newly elected Directors shall be necessary
in order to legally constitute a meeting of the Board
of Directors, provided a quorum shall be present.
Section
10: Special Meetings
Special
meetings of the Board of Directors may be called by the
Chairman of the Board or Secretary and may be held at
any reasonable place and time specified in the notice.
Special meetings shall also be so called upon request
in writing of seven Directors of the Corporation.
Section
11: Notice and Waiver
Written
notice stating the place, day and hour of every special
meeting and the purpose or purposes for which such special
meeting is called, shall be delivered not less than two
days before the date of the meeting, either personally
or by first class mail, messenger, courier, telegram,
cablegram facsimile message or electronic mail to each
Director. At any meeting at which every member of the
Board of Directors is either present or signs a waiver
of notice, even though held without proper notice, any
business may be transacted which may be transacted as
a meeting duly noticed.
Section
12: Quorum
A
majority of the number of then duly elected or appointed
and qualified Directors authorized by the Bylaws shall
constitute a quorum for the transaction of business. If
a quorum shall not be present at any meeting of the Directors,
the Directors present thereat may adjourn the meeting
from time to time until such time as a quorum shall be
present. At such reconvened meeting at which a quorum
shall be present, any business may be transacted which
might have been transacted at the meeting originally convened.
Section
13: Voting
(1)
In any meeting at which a quorum of directors is present,
a simple majority of those directors present shall decide
any question brought before the meeting.
(2)
Each group of representatives serving as a Director representing
each series of Class A Common Stock shall be entitled
to one voice and one vote at any meeting of the Board
of Directors. In any meeting at which a quorum of directors
is present, a simple majority of those directors present
shall decide any question brought before the meeting.
In the event that more than one representative of a series
of Class A Common Stock shall be present at a meeting,
the representative authorized to express the series' voice
and vote shall be designated in the certificate of the
shareholder to the Secretary of Cooperative Services,
Inc. in the event that the certificate shall fail to conclusively
establish, to the satisfaction of the Secretary of Cooperative
Services, Inc., the representative authorized to exercise
the series' voice and vote, then the representatives of
that series shall decide amongst themselves, by simple
majority vote, which of them shall exercise the series'
voices and vote. In the event that the representatives
are unable to agree how to exercise the voice or vote
(as in the case of a deadlock between two representatives),
then the series shall not be entitled to a voice or vote
at that meeting of the Board of Directors. Nothing herein
which restricts the voice of a series representative at
a meeting of the Board of Directors, shall be construed
to prohibit the Board, on its own motion or under its
own rules, from permitting any person to speak on, or
from restricting any person from speaking on, any issue
or at any meeting so long as each series of Class A Common
Stock is permitted at least one representative to speak.
(3)
Each Class C Director shall be entitled to one vote on
each matter submitted to a vote at a meeting of the Board
of Directors.
Section
14: No Meeting Necessary
Any
action required to be taken at a meeting of the Directors
or any action which may be taken at a meeting of the Directors
may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the
Directors and be filed with the minutes of the proceedings
of the Board
Section
15: Meetings By Telephone
In
lieu of physical presence at a meeting, any or all Directors
may participate in any regular or special meeting by,
or conduct the meeting through the use of, any means of
communication by which all Directors participating may
simultaneously hear each other during the meeting. Any
Director participating in a meeting by this means is deemed
to be present in person at the meeting.
Section
16: Reports
At
each annual meeting of the Shareholders and, when called
for by a vote of the Shareholders, at any special meeting,
the Directors shall make a full and clear statement of
the business and condition of the Corporation and a full
disclosure of all outstanding obligations of the Corporation,
such as, but not limited to agreements, options, leases
and all other contractual obligations, oral or written.
ARTICLE
V. COMMITTEES
Section
1: Committees
The
Board of Directors, by resolution adopted by a majority
of the entire Board, may designate one or more committees
which shall have such name or names and shall have and
may exercise such powers of the Board of Directors as
may be determined from time to time by the Board of Directors.
Section
2: Nominating Committee
No
less than one hundred twenty (120) days prior to the annual
meeting the Chairman shall appoint a Nominating Committee.
The Nominating Committee shall file nominations with the
Secretary no later than ninety (90) days prior to the
annual meeting. The results shall be communicated to shareholders
no later than seventy-five (75) days prior to the annual
meeting.
Section
3: Committee Members
The
Board of Directors shall have power at any time to remove
any member of any committee, with or without cause, and
to fill vacancies in and to dissolve any such committee.
ARTICLE
VI. WAIVER OF NOTICE
Section
1: Waiver of Notice
Whenever,
under statute or the Articles of Incorporation or these
Bylaws, notice is required, a waiver thereof in writing
signed by the person or persons entitled to such notice,
whether before or after the time herein stated as required
for such notice, shall be equivalent to notice. Neither
the business to be transacted at, nor the purpose of,
any regular or special meeting need be specified in the
waiver of notice of the meeting.
ARTICLE
VII. OFFICERS
Section
1: Selection
The
officers of the Corporation shall be selected by the Board
of Directors and shall consist of the Chairman of the
Board, Vice-Chairman, President, Treasurer and Secretary.
Any two or more offices may be held by the same person,
except that the same person may not be both Chairman and
Secretary, or President and Secretary.
Section
2: Time of Selection
The
officers shall be selected at the first meeting of the
Board of Directors after each annual meeting of the Shareholders.
Section
3: Powers
The
Board of Directors shall create and select such other
officers as it shall deem necessary. Such other officers
shall hold office for such terms and exercise such powers
and perform such duties as shall from time to time be
determined by the Board of Directors.
The
Board of Directors shall have the control and general
management of the affairs and business of the corporation.
Such Directors shall in all cases act as a Board, regularly
convened, by a majority and they may adopt such rules
and regulations for the conduct of their meetings and
the management of the Corporation, as they may deem proper,
not inconsistent with these Bylaws and the laws of the
State of Georgia.
Section
4: Salaries
The
Directors will serve the Corporation without compensation,
with the exception of the President when exercising the
duties of Chief Executive Officer.
Section
5: Removal and Vacancy
The
term of office of each Officer shall be until such time
as his successor is selected and qualified. Any Officer
selected by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of
a majority of the whole Board of Directors. Any vacancy
occurring for any reason in the office of any Officer
shall be filled by the Board of Directors.
Section
6: Chairman of the Board
The
Chairman of the Board shall preside at all meetings, both
of the Board of Directors and of the stockholders', shall
be ex-officio a member of all committees; and shall perform
all duties usually incident to the office of the Chairman
of the Board and such other duties as may be imposed upon
him/her by the Board of Directors.
Section
7: Vice Chairman of the Board
The
Vice Chairman of the Board shall perform all of the duties
of the Chairman of the Board in the event of the latter's
absence or inability to act, and such other duties as
may be imposed upon him/her by the Board of Directors
Section
8: President
The
President shall be the chief executive officer of the
Corporation. He shall, in the absence of the Chairman
of the Board and the Vice Chairman of the Board, preside
at all meetings of the Shareholders and Directors, shall
be ex official member of all standing committees, shall
have charge of general and active management of the business
of the Corporation and shall see that all orders and resolutions
of the Board of Directors are given effect.
Section
9: Signature Authority
The
President shall execute all promissory notes, deeds, mortgages,
and all instruments requiring a seal, under the seal of
the Corporation, except where execution thereof shall
be expressly delegated by the Board of Directors to some
other Officer.
Section
10: Secretary
The
Secretary shall attend all meetings of the Board of Directors
and all meetings of the Shareholders and record all votes
and the minutes of all proceedings in a book which he
shall keep or cause to be kept for this purpose, and shall
perform like duties for the standing committees when required.
He shall give, or cause to be given, notice of all meetings
of the Shareholders and special meetings of the Board
of Directors, and shall perform such other duties as may
be prescribed by the Board or Directors or President,
under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation and, when authorized
by the Board, affix the same to any instrument requiring
it and, when so affixed, it shall be attested by his signature
of by the signature or the Treasurer or an Assistant Secretary.
Section
11: Treasurer
The
Treasurer shall have the custody of the corporate funds
and securities and shall keep or cause to be kept full
and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all
monies and other valuable effects belonging to the Corporation
in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.
ARTICLE
VIII. CERTIFICATES OF STOCK
Section
1: Certificates of Stock
The
certificates of stock of the Corporation shall be numbered
and shall be entered in books of the Corporation as they
are issued. They shall exhibit the holder's name and number
of shares and class of shares or series, if any, represented
thereby, a statement that the Corporation is organized
under the laws of the State of Georgia, and the par value
of each share or a statement that the shares are without
par value. Each certificate shall be signed by the Chairman
of the Board or President and the Secretary.
Section
2: Lost Certificates
The
Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates
heretofore issued by the Corporation alleged to have been
lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock
to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors,
in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require
or give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged
to have been lost or destroyed, or both.
Section
3: Transfers of Stock
Upon
surrender to the Corporation or the Transfer Agent of
the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of secession, assignment
or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled
thereto, cancel the surrendered certificate and record
the transaction upon its books.
Section
4: Registered Shareholders
The
Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share
of shares on the part of any other person, whether or
not it shall have express or other notice thereof, except
as otherwise provided by the laws of the state of incorporation.
Section
5: Transfer Agent/Registrar
The
Board of Directors may appoint one or more Transfer Agents
and one or more Registrars and may require each stock
certificate to bear the signature or signatures of a Transfer
Agent or a Registrar or both
ARTICLE
IX: GENERAL PROVISIONS
Section
1: Dividends
The
Board of Directors of the Corporation may from time to
time, declare and the Corporation thereupon shall pay
dividends on its outstanding shares in cash, property,
or its own shares, except when the Corporation is insolvent
or when the payment thereof would render the Corporation
insolvent or the declaration or payment thereof would
be contrary to any restrictions contained in either statute
or the Articles of Incorporation, and subject to the following
provisions: Dividends may be declared and paid in cash
or property only out of the unreserved and unrestricted
earned surplus of the Corporation, or out of the unreserved
and unrestricted net earnings of the current fiscal year
and the next preceding fiscal year taken as a single period.
Section
2: Reserves
Before
payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends,
such sum or sums as the Directors from time to time, in
their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation,
or for such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the
Directors may modify or abolish any reserve in the manner
by which it was created.
Section
3: Checks
All
checks or demands for money and notes of the Corporation
shall be signed by such Officer or Officers or such other
person or persons as the Board of Directors may from time
to time designate.
Section
4: Fiscal Year/Annual Audit
The
fiscal year of this corporation shall end at the close
of business on the thirty-first (31st) day of December.
An annual audit will be performed by an outside independent
CPA firm.
Section
5: Corporate Seal
The
corporate seal shall be in such form as the Boar-d of
Directors may from time to time determine. The corporate
seal shall have inscribed thereon the name of the Corporation.
Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
Section
6: Inspection of Books
Any
director or shareholder of the Corporation shall have
the right to inspect the books and financial records of
the Corporation during regular business hours.
Section
7: Annual Statements
Not
later than four months after the close of each fiscal
year, and in any case prior to the next annual meeting
of Shareholders, the Corporation shall prepare: (1) a
balance sheet showing in reasonable detail the financial
condition of the (Corporation as of the close of said
fiscal year, and (2) a profit and loss statement showing
the results of its operations during said fiscal year.
Upon written request, the Corporation promptly shall mail
to any Shareholder of record a copy of either of the most
recent such balance sheet and profit and loss statement.
Section
8: Appointment of Agents
The
President shall be authorized and empowered in the name
and as the acting head of the Corporation to name and
appoint general and special agents, representatives, and
Attorneys to represent the Corporation in the United States
or in any foreign country or countries and to name and
appoint attorneys and proxies to vote any share of stock
in any other corporation at any time owned or held of
record by the Corporation, and to prescribe, limit and
define the powers and duties of such agents', representatives,
attorneys, and proxies and to make substitution, revocation,
or cancellation in whole or in part of any power or authority
conferred on any such agent, representative, attorney,
or proxy. All powers of attorney or instruments under
which such agents, representatives, attorneys, or proxies
shall be so named and appointed shall be signed and executed
by the President.
ARTICLE
X. PARLIAMENTARY PROCEDURES
Section
1: Robert's Rules
Robert's
Rules of Order Revised shall govern in all meetings of
the Corporation, Board of Directors and committees in
all cases to which they are applicable and in which they
are not inconsistent with the articles of incorporation,
constitution, bylaws, or other rules of order of the corporation.
ARTICLE
XI. INDEMNIFICATION
Section
1: Third Party Suits
Under
the circumstances prescribed in Section 3, the Corporation
shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending,
or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than
an action by or in the right of the Corporation) by reason
of the fact that he is or was a Director, Officer, Employee,
or Agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee,
or agent of any other corporation, partnership, joint
venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding
if he acted in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a pleas
of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in a
manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
Section
2: Suits by Corporation
Under
the circumstances prescribed in Section 3, the Corporation
shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason
of the fact that he is or was a Director, Officer, Employee,
or Agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee,
or an agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the Corporation, and, except that no indemnification
shall be made in respect of any claim, issue, or matter
as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance
of his duty to the Corporation, unless and only to the
extent that the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court
shall deem proper.
Section
3: Right to Indemnification
To
the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in Section I, or in defense of any claim,
issue or matter therein. he shall be indemnified against
expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith. Except as provided
in the preceding sentence and except as may be ordered
by a court, any indemnification under Section I shall
be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard
of conduct set forth in Section 1. Such a determination
shall be made (I) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent
legal counsel employed by the Corporation, in a written
opinion, or (iii) by the affirmative vote of a majority
of the shares entitled to vote thereon.
Section
4: Expenses
Expenses
incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors generally or as
to a specific case or as to a specific person or persons
(designated by name, title or class of persons), upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in
this Article IX.
Section
5: Non-Exclusivity
The
provisions for indemnification and advancement of expenses
provided by this Article IX shall not be deemed exclusive
of any other rights, in respect of indemnification or
otherwise, to which those seeking indemnification may
be entitled under any bylaw, agreement or resolution approved
by the affirmative vote of the holders of a majority of
the shares entitled to vote thereon taken at a meeting,
the notice of which specified that such bylaw, resolution
or agreement would be placed before the shareholders,
both as to action by a director, officer, employee or
agent in his official capacity and as to action in another
capacity while holding such office or position, except
that no such other rights, in respect to indemnification
or otherwise, may be provided or granted with respect
to the liability of any director, officer, employee or
agent for (a) any appropriation, in violation of his duties,
of any business opportunity of the corporation; (b) acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (c) liabilities
of a director imposed by Section 14-2-154 of the Georgia
Business Code; or (d) any transaction from which the director,
officer, employee or agent derived an improper personal
benefit.
Section
6: Insurance
A.
The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or was serving at
the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to
indemnify him against such liability under the provisions
of this Article IX.
B.
If any expenses or other amounts are paid by way
of indemnification, otherwise than by court order or action
by the shareholders or by an insurance carrier pursuant
to insurance maintained by the Corporation, the Corporation
shall, not later than the next annual meeting of shareholders
unless such meeting is held within three months from the
date of such payment, and, in any event, within fifteen
months from the date of such payment, send by first class
mail to its shareholders of record at the time entitled
to vote for the election of directors a statement specifying
the persons paid, the amounts paid and the nature and
status at the time of such payment of the litigation or
threatened litigation.
Section
7: Right to Participate in Defense
As
a condition to any such right of indemnification, or to
receive advancement of expenses, the Corporation may require
that it be permitted to participate in the defense of
any such action or proceeding through legal counsel designated
by the Corporation and at the expense of the Corporation.
Section
8: Continuation of Right of Indemnification
The
rights to indemnification and advancement of expenses
provided in this Article IX shall continue notwithstanding
that a person who would otherwise have been entitled to
indemnification or advancement of expenses hereunder shall
have ceased to be a director, officer, employee or agent,
and shall inure to the benefit of the heirs, executors
and administrators of such persons.
ARTICLE
Xll. EMERGENCY POWERS
Section
1. Emergency Bylaws
The
Board of Directors may adopt Emergency Bylaws, subject
to repeal or change by action of the Shareholders, which
shall notwithstanding any provision of law, the Articles
of Incorporation or these Bylaws, be operative during
any emergency in the conduct of the business of the Corporation
resulting from an attack on the United States or on a
locality in which the Corporation conducts its business
or customarily holds meetings of its Board of directors
or its Shareholders, or during any nuclear or atomic disaster,
or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of
the Board of Directors or a standing committee thereof
cannot readily be convened for action. The Emergency Bylaws
may make any provision that may be practical and necessary
for the circumstances of the emergency.
Section
2: Duties
The
Board of Directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession
in the event that during such an emergency any or all
Officers or Agents of the Corporation shall for any reason
be rendered incapable of discharging their duties.
Section
3: Change of Head Office
The
Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the head office
or designate several alternative head offices or regional
offices, or authorize the Officers to do so.
Section
4: Term of Bylaws
To
the extent not inconsistent with any Emergency Bylaws
so adopted, these Bylaws shall remain in effect during
any such emergency and upon its termination the Emergency
Bylaws shall cease to be operative.
Section
5: Notice of Meetings
Unless
otherwise provided in Emergency Bylaws, notice of any
meeting of the Board of Directors during any such emergency
may be given only to such of the Directors as it may be
feasible to reach at the time, and by such means as may
be feasible at the time, including publication. radio,
or television.
Section
6: Quorum
To
the extent required to constitute a quorum at any meeting
of the Board of Directors during any such emergency, the
Officers of the Corporation who are present shall, unless
otherwise provided in Emergency Bylaws be deemed in order
of rank and within the same rank in order of seniority,
Directors for such meeting.
Section
7: Liability
No
Officer, Director, Agent, or Employee acting in accordance
with any Emergency Bylaws shall be liable except for willful
misconduct. No Officer, Director, Agent, or Employee shall
be liable for any action taken by him in good faith in
such an emergency in furtherance of the ordinary business
affairs of the Corporation even though not authorized
by the Bylaws then in effect.
ARTICLE
XIII. AMENDMENTS
These
Bylaws may be altered or repealed by a vote of two-thirds
(2/3) of the shares present at any regular meeting of the
Shareholders or at any special meeting of the Shareholders
at which a quorum is present or represented, provided notice
of the proposed alteration or repeal be contained in the
notice of such special meeting.
ARTICLE
XIV. CONFLICT OF INTEREST
No Director,
committee member, officer, agent or employee of the League
shall in any manner, directly or indirectly participate
in the deliberation upon the determination of any question
affecting his pecuniary interest or the pecuniary interest
of any corporation, partnership, or association in which
he/she is directly or indirectly interested. In the event
of the disqualification of any Director respecting any manner
presented to the Board of Directors for deliberation or
determination, such Director shall withdraw from such deliberation
or determination; and in such event the remaining qualified
Directors present at the meeting, if constituting a quorum
with the disqualified Directors, may exercise with respect
to this matter, by majority vote, all the powers of the
Board of Directors.
ARTICLE
XV. DISCLOSURE/CONFIDENTIALITY
The
officers, directors, members of committees, and employees
of the corporation shall hold in strictest confidence all
transactions of the corporation with its shareholders and
all information respecting their personal affairs.
Amended
May 8, 1992
Amended
May 13, 1994
February,
1999 |
